The Fight for Earth
by Doctor's Torchwood
Summary: Evil enemies from both the Doctor's past and S.H.I.E.L.D.'s want to conquer Earth. The Doctor and S.H.I.E.L.D's top agents must team up to stop this. However, they run into many unforeseen obstacles. They need the help of Earth's mightiest heroes, the Avengers, to overcome the challenges and save the earth from certain annihilation. Reviews are welcome! Hope you enjoy!
1. Angels in Manhattan

_I do not own Doctor Who, Agents of S.H.I.E.L.D, or any of the characters. I only on this story _

* * *

Chapter 1: Angels in Manhattan

Melinda May was getting tired. She'd been flying this gigantic, black plane through the clear American skies for an hour now. After the day her and her team just had, the last thing she wanted to do was fly a plane for five straight hours all the way from Los Angeles to New York City. However, she was an agent of S.H.I.E.L.D. and sometimes that meant she didn't get a full nights sleep.

About an hour ago, May along with agents Coulson, Ward, Simmons, Fitz, and the new girl Skye, tranquilized Michael Peterson, a man who was injected with a virus by an unknown person that gave him superhuman abilities. He posed a danger to the entire city of Los Angeles as the virus was causing him to self destruct. The tranquilizer also had been infused with an antidote which cured him. Agent Coulson thought that they should recruit a skilled hacker named Skye, against May's wishes.

Now, the team has been sent on a mission to New York City to investigate reports about moving statues. It seemed that America's largest city had become a nest for alien activity these past few years. There had been many minor alien incidents, but there were two major events that shocked the entire city. The first came a few years ago when evil aliens called Daleks moved the Earth across the universe to the Medusa Cascade. The Daleks descended upon the city and caused unbelievable destruction. There was once a U.N.I.T. base in New York City, but it was destroyed by the Daleks. S.H.I.E.L.D. managed to go completely underground and avoid extermination by the Daleks. Eventually, the Earth was restored to its rightful place by means unknown to S.H.I.E.L.D. and its operatives.

The next major event that rocked the Big Apple was the Chitauri Invasion.  
A powerful alien artifact called the Teseract opened a giant portal which allowed the Chitauri, aliens from another world, to descend upon the city and bring New York to its knees. The Avengers, a group of Earth's most talented heroes, were the sole reason that New York City and planet earth were not conquered by these creatures. Iron Man, The Hulk, Captain America, Thor, Black Widow, and Hawk Eye successfully, closed the portal and killed the Chitauri. Now, some new alien threat plagued New York. Agent May only hoped that this wouldn't be a terrible threat, mainly so that she could sleep when this was over. They had four more hours to go until the plane touched down. May was left to wonder in solitude about the mission, just the way she liked it.

The rest of the team had gathered in the discussion room onboard the plane with the big table where all were sitting down comfortably except for Agent Coulson, who was pacing around the room and holding a book in his hand.

"So what's this mission all about exactly?" Agent Ward asked.

"The report said something about moving statues." Skye said.

"What did HQ tell you?" Jemma Simmons asked Agent Coulson.

"People in New York City have reported a moving statue." Coulson said, "The statue has been described as an angel. This is the same statue that appears frequently in this book."

He put the book on the table so that all could see. It was titled _Melody Malone: Private Detective in Old Town New York_.

"What is this?" Fitz asked.

"I do believe it's called a book." Sky sarcastically commented.

No one laughed, but she amused herself, which made Sky happy.

"It's a mystery novel published in the mid twentieth century. It's about a woman trying to solve the mystery of living statues that move in the dark." Coulson said.

"But that's just a book." Grant Ward stated, "How can a made up story character be in the real world?"

"Well maybe it's not made up." Coulson suggested, "Maybe, these moving statues are real and the author put them in the book so people could read about them."

"Stop trying to scare us." Skye said.

"You never know what you're going to find when you've got this job." Coulson stated, "You all know what we're going to do. Once we get to New York in four hours, we start searching for this statue. HQ wouldn't have given us this mission if they weren't sure that this thing is dangerous."

The team members then left the room and went to their sleeping quarters, hoping to get a few hours of rest before what was sure to be a stressful mission. However, Skye remained inside the room to talk to Agent Coulson in private.

"Is something wrong?" He asked her.

"No, it's just...well you don't really think that there's a living statue. That would be ridiculous." Skye said.

"More ridiculous than killer aliens descending on New York through a portal from another world?" Coulson countered.

"Good point. Sorry. I guess I'm just nervous. I've never really done this before."

"Don't worry. What's the worst thing that a statue can do?" Coulson jokingly asked.

Skye smiled and left the room. However, Agent Coulson did start to wonder. What was the worst thing this creature could possibly do?


	2. Evil Under New York

Chapter 2: Evil Under New York

After hours of flying, the S.H.I.E.L.D. team finally landed in New York City. Without wasting time, all the agents grabbed their portable weapons and technology so that they could go and hunt down this statue. Melinda May in particular was very eager to get this over with so that she could get to sleep. The rest of the team only managed to sleep for a few hours. They were also very hopeful that this mission wouldn't take too long.

The team soon found themselves walking the streets of Manhattan on a bright day full of life. The team split up and spent the next two hours hunting around the city for the statue that fit the description in the Melody Malone book, but had absolutely no luck. The team eventually regrouped at the entrance to the Empire State Building.

"How are we supposed to find this thing?" Fitz asked sounding very annoyed.

"We just have to keep looking." Coulson said.

"Just have to keep looking!" Fitz repeated in anger, "Do you even realize how huge New York City is? We've only been searching Manhattan for hours. What if it's in Brooklyn?"

"Calm down Fitz." Agent May said with her usual emotionless facial expression.

"Sorry," Fitz said, "I'm just tired."

"We all are. Now let's try and figure out where this statue might be." Ward said.

"Well let's figure out what we know about the statue. That will surely help us find it." Simmons said.

Agent Coulson opened the Melody Malone story to get an exact quote of the creature they were looking for.

"The book describes it as a living statue that moves in the dark." Coulson said.

"So if it lives in the dark then why are we searching New York in broad daylight?" Skye questioned.

No one answered her. They still didn't really know her well yet. Although they all silently admitted that she had brought up a good point.

"So we need to go to the darkest place in New York City." Coulson said.

"It's called the city that never sleeps for a reason," Agent Ward said, "there's always lights on."

"Not everywhere." Skye said.

Everyone, including Agent May, lifted an eyebrow in curiosity to Skye's statement.

"What about underground?" Skye suggested.

"In the subway tunnels?" Simmons curiously queried.

"Ya." Skye said, "Just think about it. If you could only move in the dark, where would you want to be in a city where the lights never go out?"

"That's good work Skye." Agent Coulson remarked, "keep it up."

Everyone on the team, except Agent May gave Skye a brief smile. Agent May didn't often smile when there was work to be done. Sometimes, she would share joke with Agent Coulson, but she put work above everything else. No distractions.

The S.H.I.E.L.D. team then made their way to the nearest subway station. When they walked down the steps into the underground, they saw a huge wall of wood that separated them from the subway platform. This station, and the rest of the subway system has been closed down for renovations. Apparently, there were heavy damages to the tunnels during the Chitauri invasion and the entire system was closed for repairs. However, this was not going to deter the agents of S.H.I.E.L.D.

So, they used their guns and shot through the wall numerous times, enough to break a hole in it with a simple punch. Skye watched in amazement from behind them. Then, the team punched their way through the wall, jumped down onto the tracks, and turned on their flashlights so that they could continue their hunt for the angel.

"So exactly how illegal was that?" Skye asked As they started walking into the darkness.

"Very." Agent Coulson replied.

"And we're not going to get in trouble for that?" She questioned Coulson.

"We generally don't." He said.

The team kept moving slowly, and cautiously throughout the network of tunnels. They tried to shine their flashlights on every speck of darkness, hoping to find the angel. They didn't know what the angel would do to them if they found it, but they were basically sitting ducks for the angel's attack. This creature thrived in darkness and the S.H.I.E.L.D. team was now going deeper and deeper into the darkest place in New York City. Then, the team finally saw something strange in the tunnel. They all shined their flashlights on it.

"What are we looking at?" Skye asked.

"It's a police box." Simmons said.

There standing tall, was a big, blue box with two long doors on the front of it.

"What's a police box?" Skye asked Jemma.

"They used to have them all around London in the sixties. You could literally shove criminals inside and wait for the police to come. The real question is why is there one in the New York subway tunnels." She replied.

Coulson went up the door and pushed the handle, so that the door would open. However, the door would not move.

"It's locked." He announced to the team.

"Let's keep moving." Melina May instructed. She just wanted to get this over with and get some sleep. So the team ignored the police box for now and continued roaming the dark tunnels, searching for the angel.

Suddenly, they heard a strange noise coming from the darkness in front of them. Everyone immediately shined their flashlights on the dark area in front to see what it was. However, they only saw the tracks. There were no people. There was no statue. There were only subway tracks.

"What was that?" Skye asked.

"It sounded like some sort of laser blast." Fitz said.

No one knew how to react to that sentence, but they all seemed to agree. They'd seen enough aliens to know what sounds their complicated laser guns made. Either this statue had a weapon, or there were more aliens in New York.

"Just keep moving slowly." Coulson instructed.

Suddenly, they heard shouts coming from down the tunnel where the laser blast noise had just come from.

"Sounds like we're not the only ones down here." Agent May commented.

The shouts were coming closer. Yet whoever was making them had yet to appear in the team's flashlights. Suddenly, two screaming people ran into view of the flashlight and stopped once they realized they were about to hit the S.H.I.E.L.D. team. This pair of people was made up of one man and one woman. The man was tall and skinny. He had some strange hair and wore clothes that haven't been in style since the nineteenth century. Skye found his long purple coat and bow tie actually quite stylish. The girl was shorter than this man. She had long brown hair and was wearing a skirt that only covered her thighs. Skye thought this was hardly appropriate for running around dark tunnels.

"At least she's wearing a jacket." Skye thought to herself.

However, the rest of the team was less impressed by these two and aimed their guns at them.

"Who are you?" Agent Coulson asked.

"I'm the Doctor, this is Clara." the man said with his hands high above his head, "Now if you don't mind, we all have to get out of here right now or we're going to die."

"Come again?" Coulson asked.

"No time to explain. We just have to run." Clara said.

"Run from what?" May demanded to know.

The Doctor turned around and saw the very thing that he and Clara were running from.

"From that!" The Doctor said.

The team then looked behind the Doctor and Clara and were shocked. Glowing in the light of their flashlights was a Cyberman, a tall metal monster. The Cyberman then extended its wrist at them and readied its special laser gun. The tall metal man then began to speak.

"Delete. Delete. Delete."


	3. Fall of the Cyberman

Chapter 3: Fall of the Cyberman

No S.H.I.E.L.D. agent had seen a Cyberman since 2007, when they invaded the Earth for about an hour and then suddenly disappeared. Now one has just appeared randomly in the underground subway tunnels beneath New York City over six years later, and it was threatening to delete the Doctor, Clara Oswald, and Agent Coulson's S.H.I.E.L.D. team. The Doctor and Clara had told them to run and then took off into the darkness towards that mysterious police box that the team noticed earlier. Coulson knew that bullets wouldn't be able to stop the Cyberman. So instead of ordering his team to fire, he ordered them to retreat.

The team tried to follow the Doctor and Clara. They seemed to know what was happening and they wanted answers. However, trying to follow the two strangers was difficult with a Cyberman firing lasers at them. Although the shots were missing the team, they were coming into contact with parts of the tunnel and causing small explosions. The briefs blasts of booming fire and rock added to the challenge. The team abandoned their mission of finding the angel statue for now. They had to find that strange man who calls himself the Doctor and escape the Cyberman without getting killed. This task was proving to be difficult.

Eventually, Coulson spotted the blue police box again. He then saw that the Doctor and Clara had just arrived at the box, while he and his team were still a good distance away from it.

"Hey!" Coulson shouted at them while still running.

The Doctor did not respond. Instead, he unlocked the door and walked inside the box followed by Clara. It was then that Agent Coulson discovered that this police box belonged to the Doctor.

"Head for the police box!" He yelled back to his team who were hastily running and expertly avoiding the Cyberman's deadly laser blasts.

"What? Why?" Agent Ward yelled back.

"I think we'll find out all the answers we need from this Doctor fellow. Not just about this Cyberman, but also about the angel statue." Coulson said.

"You think that this is the Doctor?" May asked slightly out of breath due to all the running.

"Yes I do." Coulson replied.

"I can't believe it!" Jemma said.

"It's really the Doctor!" Fitz said.

"Someone want to clue me in?" Skye asked. She didn't know what anyone was talking about.

Agent Coulson yelled to her, "In 2006, a man called the Doctor fell onto S.H.I.E.L.D's radar. Back when that alien spaceship crashed into Big Ben and the UK government assembled alien experts from around the world, we sent agents over there to hack U.N.I.T's files."

"Why?" Skye asked.

"We didn't want U.N.I.T. keeping secrets." Coulson replied, "We learned about a man called the Doctor, who is an alien that travels around time and space in a police box that's bigger on the inside and saves worlds."

"You're kidding." Skye said in shock.

"No he's not." Melinda May interrupted, "Now let's move it!"

The team then bolted towards the police box and stopped once they reached it. They took a moment to catch their breath. However, the Cyberman was not taking any sort of break. It kept firing lasers, one of which exploded very close to the team.

"In the box! Now!" Coulson ordered.

As hesitant as they were to get inside the box, the team didn't want to stay out in the dark with a Cyberman. So, one by one, they all hastily entered the box.

* * *

"What exactly do you think you're doing?" The Doctor yelled. He was preparing to take off, when suddenly the six people from earlier rushed into the TARDIS and slammed the door behind them.

Coulson and May managed to keep their heads together at the realization that there seemed to be an entire world packed into this small police box. However, the rest of the team was having difficulty accepting this. They wondered at the inside of this box. It didn't make sense. However, the Doctor didn't have time to try and impress these first time passengers. He had to deal with this Cyberman.

"Hello? Are you planning on answering me or am I just talking to myself?" The Doctor shouted.

"Be nice." Clara said.

Agent Coulson looked the Doctor in the eyes and responded, "My name is Agent Phil Coulson. I'm with S.H.I.E.L.D."

"S.H.I.E.L.D.?" Clara said.

"They're a bit like U.N.I.T." The Doctor informed her.

This comment got Agent Coulson a little upset. There has been a rivalry between S.H.I.E.L.D. and U.N.I.T. for years. However, he pushed these feelings aside and focused on the present situation.

"Anyway," he said to the Doctor and Clara, "my team and I were being chased by that Cyberman. We ran into this box for protection. We know about you Doctor. We've just never met you in person before. This must be your time machine."

"She's more than just a time machine." The Doctor said. "She's the TARDIS and she's the best ship in the universe."

"It certainly is magnificent." Coulson remarked, "So why are you here and why is there a Cyberman here? I thought they disappeared years ago."

"Well I'm sure you remember the day they invaded right? It was only for an hour or so." The Doctor said.

Coulson and May nodded, indicating that they did remember the day. The rest of the team merely watched behind them. They were paralyzed. They were too afraid to go back out with the Cyberman and possibly even more frightened of interrupting this conversation and facing Agent May's wrath. They only stood by the entrance and watched.

"And you said they disappeared. Well what literally happened is they were all sucked into an opening of the void in London." The Doctor said.

"The void?" Coulson pondered.

"Don't worry about it." The Doctor said. "The point is that this one Cyberman managed to get underground in the subway tunnels and he couldn't be lifted up through the Earth. So once the rest of the Cybermen were gone and the void closed, this Cyberman was left here, but it was damaged. It spent the next six years or so sending signals through to its harddrive to begin the upgrade process and heal itself, but what it didn't know was that the subway trains run on electricity. Each time a train went by, the electricity interfered with the upgrade and it kept having to restart the rebooting process. Now that the subway system is closed and the trains aren't running, it was finally able to upgrade back to normal and send out a signal to find other Cybermen. My brilliant TARDIS found this signal and Clara and I came to check it out. That's when we ran into you."

"Wow." Coulson remarked.

Suddenly, there was a brief tremor in the TARDIS that caused everyone inside to fall to the floor.

"What was that?" Simmons asked.

The Doctor rushed over to the monitor, which projected a live image of what was going on right outside the TARDIS. He saw that the Cyberman was grabbing onto the TARDIS and shaking it.

"The Cyberman is trying to shake us out of the TARDIS!" The Doctor yelled.

"So do something!" Clara yelled back.

The Doctor immediately started pushing and pulling various buttons and levers around the TARDIS console. Then, the TARDIS engine sounds roared throughout the entire room.

"What's happening?" Agent Ward shouted to be heard over the noise.

"We're taking off!" The Doctor yelled back with a smile.

After a few moments, the noise stopped, and the S.H.I.E.L.D. team was left with a million questions.

"We took off?" Coulson asked.

"Indeed." The Doctor replied.

"Where are we now?" Melinda May asked.

"Open the doors and find out." The Doctor said.

Everyone then turned their heads towards Skye, who was closest to the doors. She then cautiously opened the doors and looked outside.

"No way!" She gasped.

"What is it?" Agent May asked.

"We're in space!" Sky replied.

Coulson and May looked at each other and then walked over to the doors and looked out for themselves. All they could see was the beautiful planet Earth below them surrounded by dazzlingly beautiful stars.

"But..." Agent May started to say something, but she couldn't find the words to display the wonder that she was feeling. It was a truly breathtaking sight.

Agent Coulson turned back around and walked over to the Doctor.

"What about the Cyberman?" He asked the Doctor.,

"It was holding on to the TARDIS while we were flying through the time vortex. It let go and the time winds tore it to pieces. That Cyberman won't be bothering anyone ever again." The Doctor replied.

"Ok I didn't understand most of that." Skye commented.

"Now it's time for you to do some talking Agent Coulson of S.H.I.E.L.D." the Doctor said, "Why were you in the tunnels? You were too surprised by the Cyberman. You were clearly looking for something else."

"You're right." Coulson replied. "We were looking for a creature from this book." He then whipped out his copy of the Melody Malone story and handed it over to the Doctor.

The Doctor's eyes widened.

"Where did you get this?" He asked Coulson.

"Well it's a book. We got it at a bookstore." He replied.

The Doctor only stared at the book and didn't say anything for a few moments.

"Is everything aright Doctor?" Clara asked him. She looked very worried.

The Doctor waited a few more moments before replying.

"Oh yes quite good. It's just a very sad story is all." He remarked.

"You've read it?" Clara asked.

"No," the Doctor replied. "I lived it."

"What?" Clara asked.

"It's a story for another time." He responded and then turned back to Agent Coulson. "You're looking for a Weeping Angel aren't you?"

"A Weeping Angel? I haven't heard of that before. Our job is to kill a living statue of an angel that moves in the dark." Coulson said.

"That's what a Weeping Angel is." The Doctor said.

"What do you know about them?" Coulson asked.

"You've said everything already. They're statues when you see them, but once they are unnoticed, they move fast. Then, they either send you back in time or kill you. Either way, it gives them pleasure." The Doctor said.

"So how do we kill it?" Agent Ward asked.

"It's going to take a lot more than bullets my friend." The Doctor said and then started pressing buttons on the TARDIS console.

"What are you doing?" Fitz asked the Doctor.

"Scanning the planet below for the angel." He replied.

After a few moments, the Doctor spoke again.

"It's on the top floor of the Empire State Building." The Doctor said and then started pulling levers and pressing more buttons around the TARDIS console. Then, the sound of the engines once again swept through the TARDIS.

"Where are we going?" Clara asked.

"The Empire State Building." The Doctor replied.


	4. The Last Angel

Chapter 4: The Last Angel

The TARDIS materialized in an alleyway next to the Empire State Building in New York City unnoticed by the hundreds of bystanders walking by. Soon, Phil Coulson, Skye, Melinda May, Grant Ward, Jemma Simmons, Leo Fitz, Clara Oswald, and the Doctor stepped out of the big, blue box and into the vibrant city.

"We've really moved!" Skye exclaimed.

She was still in shock. Less than ten minutes ago she, and the rest of the S.H.I.E.L.D. team were being chased through underground tunnels by a killer Cyberman. Then, the team entered a police box that was larger on inside that took them all into space. If that weren't enough to completely boggle her mind, the box had now materialized in an alleyway in Manhattan by one of the tallest buildings on the planet and the only person who seemed to make sense of it all was the Doctor.

"What sort of alien are you?" Skye asked the Doctor.

"Time Lord." The Doctor replied.

"Sounds fancy." Sky remarked. "I was expecting something like Strepzonian or Graggleclops or some weird name like that."

"You watch too much tv." The Doctor told her.

"You look human though." Jemma remarked. "How can you be an alien?"

"You look Time Lord." The Doctor said to her.

Agent May then cleared her throat very loudly and spoke, "Can we please get down to business at hand now?"

"She's right Doctor." Agent Coulson said. "How do we kill this Weeping Angel?"

The Doctor then reached inside of his coat pocket and pulled out what looked like an older cell phone.

"Are you going to call the angel to death?" Skye sarcastically asked.

"It's not a phone." The Doctor said. "It's a teleporter."

"A teleporter?" Agent Ward questioned.

"Yes," Clara said, "the Doctor is very good at teleporting."

"So how will it kill the angel?" Fitz asked.

"If I can get close enough to the angel, then I can teleport it somewhere where it can't hurt anyone anymore." The Doctor said.

"Where?" Clara asked.

"I'll figure that out later, once we find the angel." The Doctor said.

"So let's go find it." Clara said.

"No no no no no." The Doctor said to his companion.

"What's wrong?" Clara pondered.

"You're not going anywhere near the angel. You have no idea how dangerous they are." The Doctor said.

"I've been in worse positions before!" Clara protested.

"Yes, but the angels are different. I don't want you to come with me." The Doctor said.

"Why not?" Clara demanded.

"Because this city used to be infested with Weeping Angels. Now, only one is left. It must have survived somehow." The Doctor explained.

"What sort of reason is that?" Clara asked.

"Let me finish." The Doctor said. "The last time I was in this city, a Weeping Angel took my best friends from me. I won't let that happen to you." The Doctor said.

"Doctor..." Clara started to say, but the Doctor soon cut her off.

"No complaints Clara. Stay in the TARDIS where it's safe."

"Well I'm coming with you." Agent Coulson said.

"As am I." Agent May said.

"Count me in too." Agent Ward said.

"Weren't any of you listening?" The Doctor asked. "You've never faced the angels before. You've no idea how fast and terrible they are."

"We're with S.H.I.E.L.D. Doctor." Agent Coulson said. "We stare death in the face almost every day and we always prevail. Agents Ward, May, and myself are all highly trained. It would be foolish to try and take this thing out all by yourself. Let us help."

The Doctor paused for a few moments to process his thoughts.

"Alright." He finally said.

Agent Coulson then turned to look at his team.

"Sky, Simmons, and Fitz," He said, "you're going to stay in the TARDIS and wait for us to return."

"But this angel thing sounds really cool. Can we please go?" Skye asked.

Agent Coulson opened his mouth, by Agent May cut him off before he could say anything. "This is too dangerous and you're too inexperienced. You will stay here." She said sternly.

No one wanted to question Agent May. So, Leo, Jemma, and Skye entered the TARDIS and let the door shut behind them. Clara remained outside and walked over to the Doctor. She then gave him a nice, tight hug.

"Promise me you'll be careful." Clara said.

"Oh Clara, aren't I always?" The Doctor said.

"No." She said and then retreated inside the TARDIS.

"Right then," the Doctor said, "let's go kill the last Weeping Angel in New York."

* * *

The Doctor and the three S.H.I.E.L.D. agents walked through the front doors of the massive building and made their way past groups of people and over to the elevators. They then waited for the elevator to arrive.

"Remember," the Doctor started, "when you see the angel, don't look away, don't turn your back, don't even blink. They are faster than you can believe. If they catch you, there's no way of telling where you will end up in the timeline, which means there's no way for me to ever find you."

"Understood." Phil Coulson said.

"Let's send that thing to hell." Agent Ward said.

Soon enough, the elevator door opened and revealed that the elevator itself was completely empty. The four of them walked inside and let the doors shut. The Doctor pressed the very top button, indicating that he wanted to go to the top floor of the tower. However, a loud voice then sounded through the speaker in the elevator.

"I'm sorry, but the top floor is closed for renovations." The friendly voice said.

The elevator would not move. Instead it remained on the ground floor until a button was pressed for a floor that was accessible.

"How do we get up there now?" Agent Ward asked.

"Ever heard of stairs?" Agent May sarcastically asked.

"I'm not walking up thousands of feet worth of steps." Agent Ward said.

"Yes you will. We are going to get up there. We'll climb the sides of the building if we have to." Agent Coulson said.

"Luckily, we don't have to." The Doctor said and then whipped out a strange device from his coat pocket.

"What is that?" Agent Ward asked.

"Sonic screwdriver." The Doctor said.

"What does it do?" Agent Coulson asked.

"Watch and see." The Doctor said.

The Doctor then pointed the alien device at the top floor button and activated the sonic screwdriver causing the green light at the tip of the device to glow. After a few seconds, the Doctor shut off the sonic screwdriver and returned it into his pocket. He then pressed the top button again, but this time there was no voice. Instead the elevator started ascending up to the top floor of the tower.

"How did you do that?" Agent Ward asked the Doctor.

"Sonic technology. Can't beat it." He said.

They then spent the next few minutes patiently waiting as the elevator brought them to the top floor of the building. While they all maintained straight faces, each and every person in the elevator was very scared of what they would find when they fInally reached the top. The Doctor knew what to expect. He'd faced the Weeping Angels before and he knew what they could do. However, the S.H.I.E.L.D. team didn't know what to expect. All the knowledge they had of these creatures came straight from the Doctor and the Melody Malone story. Even though this was not the most dangerous thing that the agents have ever encountered, there was a possibility for the Weeping Angel to be the most evil, based off the descriptions of it from the Time Lord and the book. Finally, the elevator reached the top. Everyone put aside their fears and readied their weapons. The Doctor held his teleporter and the agents held their guns. Cautiously, the stepped out of the elevator into a dimly lit hallway.

"Isn't the top floor supposed to be outside?" Agent Ward asked.

"That would be the roof." The Doctor said. "This is the top floor."

They all quietly examined their surroundings before going any further. It was one long hallway with one door at the very end directly across from them and other doors on the walls that lead to other rooms. There were a few lights on the ceiling. However, there was no sign of any life up here. There were certainly no renovations taking place. There were no people doing construction on anything. The entire hallway was silent.

"Keep your eyes open." The Doctor instructed as they proceeded to go further and further down the hallway.

The Doctor thought that this hallway was somehow familiar and that there was definitely something behind the door at the very end. He remembered his last visit to the Empire State Building with Martha Jones. The Daleks had used the building as a base for killing humans and turning them into Dalek-Human hybrids. The Doctor of course stopped it, but he did wonder what became of the Daleks' main laboratory. The Doctor pieced together that their abandoned laboratory was in fact behind the door at the end of the hallway. He wondered why the angel would seclude itself up here with that old room. Suddenly, everyone heard one of the doors which they had already passed open. They all immediately turned around and saw that the Weeping Angel had emerged from the room and was standing by the elevator, frozen by the stairs of the team, who were all standing in the center of the hallway.

"Doctor, it's here." Coulson said.

"Just keep watching it." The Doctor said. "I'm programming in coordinates on the teleporter."

Suddenly, all the lights in the hallway started to flicker on and off. The angel had moved a few feet closer before the team could even open their mouths to warn the Doctor.

"It's making the lights go out!" Agent May exclaimed.

"Oh right. I forgot to mention that they can make the lights go out." The Doctor said.

"How do you forget something like that!" Agent Ward shouted.

"Just let me focus!" The Doctor shouted back.

Suddenly, the lights flickered on and off again and the angel was now only a few yards in front of Agent Coulson.

"Doctor!" Phil Coulson shouted.

The Doctor had finally finished programming the teleporter. He then aimed it at the angel and pressed a button on it. Then, a blue light started to consume the angel entirely and after a few moments the light had faded away, taking the angel with it. The team felt like they could finally relax.

"Where did you send it?" Agent May asked.

"The center of the Earth." The Doctor said.

"You're kidding." Agent Coulson said.

"Nope. I sent it to the center of the Earth where it burned to death. No more Weeping Angels in New York City." The Doctor said.

"Let's get out of here. I'm very tired." Agent May said.

Agents Coulson and Ward agreed and started walking back to the elevator.

"Wait." The Doctor said.

"What is it?" Coulson asked.

"I want to check on whats behind the door at the end of the hall." The Doctor said.

"Why?" Agent May asked.

"Because I was here in 1930 and some pretty terrible acts were committed behind that door. I want to see what's become of the room, or if the angel was using it for something." The Doctor replied.

The Doctor and the three agents then stared at the door, wondering what evil could possibly lay behind it.

"What happened in that room?" Agent Coulson asked the Doctor.

"In 1930, four Daleks killed innocent people and turned them into Dalek-Human hybrids. They used the room behind that door as a laboratory to do testing. Long story short, their plan failed and most of the Daleks died and one escaped. Then I sort of left this place without even thinking about it." The Doctor said.

"So what was the angel doing in there? Why did it want this floor all to itself?" Melinda May asked.

"I don't think the angel had anything to do with that room." The Doctor said. "I think somebody else needs that room and wanted the entire floor for themselves. The angel just needed a place to hide after all the other angels died. That's why it was hiding in one of the rooms by the elevator and not in the actual room itself."

"So who's in that room?" Agent Ward asked.

"I don't know." The Doctor replied. "Let's go find out."


	5. The Avengers

Chapter 5: The Avengers

The Doctor, Agent Coulson, Agent May, and Agent Ward swiftly made their way over to the door, but halted before they went inside. The Doctor slowly pushed the door open and walked in followed by the S.H.I.E.L.D. agents. The room that was behind the door was certainly a laboratory. From what the Doctor could tell, there had been no change since 1930 when the Daleks used it. There were tables, on which there were strange chemicals in glass bottles. There were wires and cables that ran along the walls of the room. There were random piles of old Dalekanium everywhere. The entire room was very brightly lit.

"The Daleks did all of this in the thirties?" Agent Ward questioned.

"Indeed." The Doctor said.

"If no one has been in here, then why is it so bright?" Phil Coulson asked.

"Good question." The Doctor said. "We'll just have to figure that out. Why don't you all search around for clues or whatever it is you do?"

The S.H.I.E.L.D. team then dispersed around the room, examining every table, and every wire, hoping to find some evidence of whatever the creature or person was doing up here. Agent Ward walked over to a table by the very end of the room. He saw something there that alarmed him.

"Agent Coulson." He called.

"What?" Phil said from across the room.

"Come see this." Agent Ward said sounding very serious.

His grave tone attracted the Doctor and Melinda May to the table as well. Once all had arrived, they all stared at the table. Lined in a row, were six pictures of people that the Doctor had never seen before. Each picture had a red "x" drawn on it in marker, implying that the person in the picture was dead, or would be killed. The Doctor examined every picture closely.

The first picture was of a man sitting at a desk and wearing sunglasses. There was a name plate on the desk that read "Tony Stark". When the Doctor moved on to the second picture, he saw a gigantic green man, wearing nothing but ripped, purple shorts. The third picture was of a tall, blonde man with a long cape and a giant hammer. The fourth picture showed a man in a red, white, and blue suit and holding a large, round shield with a star on it. The fifth picture was of a red haired woman holding a gun. The last picture was of a man holding a bow and arrow.

"Who are these people?" The Doctor asked.

"The Avengers." Phil Coulson replied.

"What's so special about them?" The Doctor asked.

"Some have superhuman abilities, some are experts at fighting and killing, and one's just a rich guy in a metal suit." Agent May said.

"Are they dead?" The Doctor asked.

"No," Coulson said, "but it looks like someone is planning on killing them."

"Who would want to kill them and why?" Agent Ward asked.

"No idea." Coulson replied and then turned to the Doctor. "Do you know who's been up here?"

The Doctor did not respond instead he went over to one of the tables that had strange chemicals in glass bottles on it. He picked up one of the bottles with a green liquid in it and examined it from every angle. Then he put it down and turned back to Agent Coulson.

"Yes I think I figured it out." The Doctor said and then pointed to the bottle that he had just inspected. "This is Krillitane oil."

"You talk like we're supposed to know what that is." Agent May sarcastically said. She didn't mean to come off as that rude, but she had not slept in a long while.

"It belongs to a race of aliens called Krillitanes. I last encountered them in a London a few years ago. I guess another branch of the species has come to Earth and for some reason they want to kill these Avengers." The Doctor said.

"But why are they in this room? What are they doing here?" Agent Ward asked.

"I don't know," the Doctor replied, "but I do know that the Daleks were the only ones who knew that this room existed. I can't help but think that they're involved somehow."

"Let's get out of here." Agent Coulson said. "I'll call headquarters and they can get this room sealed off and examined."

Agent Coulson stepped outside of the room and started pressing numbers on his cell phone to call S.H.I.E.L.D. headquarters in Washington D.C., leaving the Doctor, Agent Ward, and Agent May in the laboratory to ponder why the Daleks and the Krillitanes want the Avengers dead.


	6. The Secret Slitheen

Chapter 6: The Secret Slitheen

Agent Coulson waited patiently on the outside of the Dalek laboratory for someone from SH.I.E.L.D. to answer his call.

"Hello Agent Coulson. What can I do for you?" The masculine voice said after answering Coulson's call.

"I need to talk to Director Fury." Phil asked.

"I'm afraid he's not in right now." The voice said. "Can I take a message?"

"Yes. Tell him I found the Doctor and that I'm bringing him back to HQ in Washington."

"Oh very good." The voice joyfully said.

"Good?" Agent Coulson said. He was very confused by the reaction.

"Oh sorry about that. I've had a lot of sugar today. I guess I'm just jumpy." The voice said. "Is that all you'd like me to tell Director Fury?"

"No. Tell him that my team and I have found a secret room in the Empire State Building where we found evidence that the Avengers are being targeted by alien killers. My team and the Doctor are going to fly back to base soon to give him the details." Coulson said.

"Alright." The voice said.

Agent Coulson then hung up the phone.

* * *

At the S.H.I.E.L.D. headquarters in Washington D.C., a rather large man had just ended a call with Agent Phil Coulson in his lonely office. It wasn't a very large space. There were only four gray walls that ran from the ceiling to the floor. There were no windows. The only time he could ever see anyone as when the door was open, which it presently was not.

"So, the Doctor is coming." He said to himself. "This should be fun."

Suddenly, there was a knock on the door.

"It's me Gerald." A feminine voice said.

"Oh yes come on in Monica." He said.

The door swung open and a pretty, thin, blonde girl was standing there holding two cups of coffee.

"Here." She politely said as she placed one cup of coffee on her colleague's desk.

"Would you mind shutting the door?" Gerald asked. "I want to tell you something in private."

"Ok?" Monica said with some confusion and then shut the door, leaving her and Gerald alone in his office. "What is it?"

"I just wanted to thank you for getting me this little snack." Gerald said.

"No problem." Monica replied.

"I'm sure you'll taste delicious." Gerald said.

"Sorry?" Monica pondered.

Before she could say another word, Gerald stood up from his desk and parted his hair to reveal an concealed zipper one the side of his head. He grabbed it and unzipped. As the zipper unzipped across his forehead, a blinding ray of blue light ejected from his head and filled the room. Monica was too shocked to scream, although she wanted to. Within a few moments, Gerald's skin fell to the floor and a tall green alien from Raxacoricofallapatorius was standing tall in front of Monica. She tried to scream, but the alien covered her entire head with its giant, green hands.

"Sit still dear." the Alien said. "I want to have a full stomach when the Doctor gets here."


	7. Aircraft Invasion

Chapter 7: Aircraft Invasion

High in the air of the northeastern United States, Melinda May is angrily flying the S.H.I.E.L.D. plane nonstop from New York City to Washington D.C., where the S.H.I.E.L.D. Headquarters is. Her annoyance with not being able to sleep had evolved into anger. While it was true that her team, with the Doctor's help, had finally killed the last Weeping Angel in New York, she still wanted to just sleep for a few hours. However, there were much more important matters at hand. The team uncovered a mysterious plot by Krillitanes (and possibly the Daleks) to kill Earth's greatest protectors: the Avengers. This was obviously a case that deserved attention, but no one had taken a break since meeting the Doctor. Flying the plane was the only time she'd even sat down since his arrival. At least Agent May could have her solitude for the short plane ride while the rest of the team, along with the Doctor and Clara, gathered in the conference room to make a plan as to what they would tell Director Fury once they arrived.

"So what do these Krillitane things even look like?" Sky asked the Doctor.

"Be right back." The Time Lord responded and then ran inside the TARDIS, which was now conveniently parked inside the room.

"Does he always do this?" Skye asked Clara.

"Sort of. You never really never know what he's going to do." Clara responded.

Agent Coulson and Agent Ward were carrying on their own conversation with Agent Simmons and Agent Fitz.

"The Avengers were the only reason this planet wasn't slaughtered. Why would anyone want them dead?" Agent Ward asked the group.

"Maybe it's the Chitauri." Simmons said. "The Avengers stopped them last time. Maybe they want them out of the way so they can try and invade again."

"The Chitauri were stopped." Fitz said. "You saw them."

"It's just a theory." Simmons countered.

"The Doctor thinks the Daleks are involved in some way." Fitz said.

"And we have evidence that these Krillitane things are involved as well." Agent Ward asked.

"Look, I know it's been a long day," Agent Coulson said,"but we can't just sit around here and talk about these radical theories. We need to wait for S.H. .D. to gather evidence from the lab and for the Doctor to tell us everything about the Krillitanes. There's really nothing to suggest the Daleks or Chitauri are involved. We need to focus on what we know for a fact."

"We hardly know anything." Ward said.

"We know that the Krillitanes were active in New York City. Maybe once we hear what the Doctor has to say about them, we can figure out why." Coulson said.

Suddenly, the doors of the TARDIS flew open and the Doctor ran out holding a small photo of Krillitanes in his hand.

"Here you go Skye." He said handing her the photo.

"Ew!" Skye shrieked.

"What's wrong?" Coulson quickly responded.

"It's so ugly!" She said.

"Let us see." Simmons said.

Skye then placed the photo on the table so that everyone could glance at it, which they all appreciated. The entire team and Clara agreed with Skye's judgement that these creatures were ugly. The Krillitanes had tall, human like bodies. Their faces were long and their wide jaws were lined with sharp teeth. They also had wings similar to those of a bat.

"Tell us about these creatures Doctor." Agent Coulson said.

"Krillitanes are special. They can literally take features from other races and incorporate it into their own biology. They didn't have those wings until they conquered the planet Bessan and took the wings from the inhabitants." The Doctor informed.

"Wait a minute." Clara said. "If they can change their appearance, then how will we know what they look like? They could've changed a hundred times since this picture was taken."

"Yes they could've," The Doctor said, "but this is all we have to work with."

"What about their personalities?" Agent Ward asked.

"They do whatever they can to survive." The Doctor said.

"How would killing the Avengers directly help them survive?" Fitz asked.

"Maybe it would help them indirectly." Clara stated.

Everyone in the room, including the Doctor, raised an eyebrow at Clara in confusion, silently asking her to elaborate.

"What if the Krillitanes are working for people who want the Avengers dead." Clara said.

"Sorry. Still a little confused over here." Sky said.

"I mean that there could be some person, or alien, or whatever that is more powerful than the Krillitanes and will kill them if they don't kill the Avengers first." Clara said.

"That doesn't sound very likely." Jemma said.

"Wait a minute Simmons." Coulson said. "That's not a bad idea at all."

"You said we needed proof before we could jump to a radical conclusion like that!" Agent Ward reminded Agent Coulson.

"I also said we need to learn how these Krillitanes act. Now that the Doctor has told us about their nature, its seems more likely that Clara's theory is true." Coulson countered.

"But if her theory is true," the Doctor started, "then who wants the Avengers dead and why are they using the Krillitanes to do their dirty work?"

"There's much more technology and classified files at HQ." Coulson said. "I'm sure we can find something there that can help us figure that out."

"Clara," the Doctor said, "would you go show this picture to Agent May and tell her what we think is happening with the Krillitanes and the Avengers. She should be kept up to speed."

"Sure." Clara responded. She then took the photo of the aliens and left the conference room on her way to the cockpit.

As Clara walked through the halls of the plane on her way to visit Agent May, she thought about the Battle of New York. She watched the events unfold from her tv in London. She was horrified. It seemed that the Avengers truly were the only reason that the Earth was not conquered. The Doctor didn't know who the Avengers were three hours ago and he didn't seem to know anything about the battle or the Chitauri. Clara had always assumed that the Doctor would be there to save the world, but apparently sometimes he didn't. She hoped that there would never be a tragedy where the Doctor failed to appear and there was no one like the Avengers to save everyone. Finally, Clara made it to the door of the cockpit. She politely knocked to alert Agent May.

"It's Clara. Can I come in?" She asked. However, there was no response. "I've got something to show you." Clara said, but still there was no reply. "I'm just going to go on in." She said, tired of waiting.

As Clara opened the door, she saw Agent May expressionlessly flying the plane.

"Are you alright?" Clara asked her.

"I'm fine." She finally said. "I'm just very tired."

"I get it." Clara said.

"I was really enjoying the solitude." Agent May said, hoping Clara would take the hint.

"I understand that and I'll leave you alone once I show you this." Clara said.

She then gave Agent May the picture of the Krillitanes. The S.H.I.E.L.D. agent was disgusted.

"What the hell is that?" Agent May asked.

"Krillitanes." Clara replied.

While Melinda May studied the picture intently, Clara took a moment to look at the bright, blue sky through the glass. Just then, Clara thought she saw something strange fly by in the distance.

"Did you see that?" She asked the pilot.

"See what?" Agent May said lifting her head back up from the photo.

"I don't know. For a second, I thought I saw something flying just over there."

"Nothing else up here but us."

Suddenly, a dark figure speedily flew past the viewing screen and spooked the two women.

"What were you saying?" Clara asked.

"Go alert Coulson. I can't land this thing until I know what's going on." May said.

Just as Clara turned around to leave, a low beeping noise started to to off from the control panel.

"What's that noise?" Clara asked.

"It's an alarm. Check the security screen." May instructed.

Clara's attention was drawn to a small screen next to the other seat in the cockpit. It projected a live image of the entrance to the plane. This was a massive ramp in the back of the aircraft that unlatched and allowed large times such as trucks and cars to drive on. Unfortunately, this was also the only entrance for people to board the plane and the medical lab was conveniently located at the entrance. In short, if an alarm was going off there, then the situation was anything but pleasant. Clara and May studied the screen and didn't notice anything out of the ordinary. However, the large ramp slowly started to unlatched in midair.

"Are you doing that?" Clara asked.

"No and this is the only room with the controls to unlock it." May replied.

"So how is it doing that?" Clara asked.

Agent May did not respond. She just kept eyeing the screen, afraid to even blink in order not to miss anything. Then, on the screen, five creatures with long faces, sharp teeth, and bat-like wings flew through the ramp and onto the aircraft.

"Are those what I think they are?" Agent May asked.

"Yes." Clara said. "Those are Krillitanes."

The video also produced audio and the two women in the cockpit were able to hear what the Krillitanes were saying. The tallest Krillitane in front turned to look at its four brethren behind it and give them orders.

* * *

"You know what to do. The three of you," he said pointing to three of the Krillitanes at his left, "detain the S.H.I.E.L.D. team and you," he said facing the fourth Krillitane, "take control of the cockpit."

"What will you do father?" One of the Krillitanes asked.

"I'm going to have a little fun with the Doctor." He replied.

Clara and May then noticed that this "father" Krillitane was holding a small, long, metal object in his hand with a blue light at the end of it. This Krillitane pointed the device at the open ramp and soon, the ramp started to close again.

* * *

"That's a sonic screwdriver!" Clara shouted.

"Like the Doctor's?" May questioned. "That's not good."

"Of course it's not good, but the real question is why do the Krillitanes have a sonic screwdriver?"


	8. Goodbye TARDIS

Chapter 8: Goodbye TARDIS

"Just get out of here and warn the team!" May shouted to Clara from the cockpit.

There was absolutely no point in trying to argue with Agent May. So, Clara hastily fled from the cockpit and ran through the huge plane to warn the team that five Krillitanes had just boarded the aircraft. Eventually, she made her way to the conference room.

"Clara what's wrong? Why are you out of breath?" Coulson asked.

"I ran here. Where's the Doctor?" She asked noticing that he was not there anymore.

"He's in the TARDIS." Agent Ward asked. "What's the issue?"

"The Krillitanes. They've boarded the plane and they've got a sonic screwdriver." Clara said.

"They're here!" Jemma shouted.

"We have to get to the armory." Coulson said.

"We can't leave the Doctor!" Clara said.

Coulson looked over and saw that Skye and Fitz were right in front if the TARDIS.

"You two, go find the Doctor and hurry." Agent Coulson instructed them.

Skye and Fitz then ran inside the TARDIS looking for the Time Lord. The rest of the team suddenly heard loud, screeching sounds. The Krillitanes were swiftly approaching.

"We don't have time to wait for them." Agent Ward said.

"He's right." Coulson said. "The Doctor, Skye, and Fitz will catch up. We have to get it the armory now."

"I'm not leaving the Doctor." Clara said.

"We don't want to leave Skye and Fitz either," Simmons said, "but we have to."

"Clara," Ward said, "it's an alien and two agents working together. I'm positive they can find their way back to us."

The screeching noises were growing louder.

"No more time for discussion. We're leaving." Coulson ordered.

No one dared to challenge him. They all ran out of the conference room and ran throughout the plane on their way to the armory. Clara was still worried that the Doctor would not catch up with them. Moments after they left the five Krillitanes arrived and halted at the sight of the TARDIS.

"Keep moving." The Father Krillitane ordered. "I'll take care of the Doctor."

The four aliens listened to their superior and kept flying through the halls on their mission to take over the plane. The tall creature then stepped into the room and stared at the TARDIS.

"You won't stop us this time, Doctor." He said and then pointed his sonic screwdriver at the TARDIS.

* * *

As Fitz and Skye entered the TARDIS, they were shocked to find that the Doctor was not at the console, or even in this room.

"Doctor!" Fitz yelled into the empty space. "Where could he be?"

"Anywhere." Skye replied as she started walking around the room. "Who knows how big this place really is? I think he said something about a library and a bowling alley earlier."

"Doctor!" Fitz yelled again.

"What!" The Time Lord yelled as he walked back into the console room from the hallway. "What is possibly so important that you have to shout?"

"It's the Krillitanes." Skye said. "They're here."

"In the TARDIS?" The Doctor questioned.

"No, on the plane." Fitz said.

"Well, let's go have a chat with them." The Doctor said smiling.

Suddenly, the TARDIS started to shake violently, causing everyone to lose their balance, and sparks started to fly from the console.

"What's happening?" Fitz asked.

The Doctor stumbled his way over to the screen to see what was happening outside the TARDIS. He saw one, tall Krillitane holding an activated sonic screwdriver at his time machine.

"No!" The Doctor shouted.

"What's wrong?" Skye asked.

"There's a Krillitane right outside the TARDIS with a sonic screwdriver!" The Doctor said.

"What does that mean?" Fitz asked.

"It means I know who the Krillitanes are working for." The Doctor said.

"Well who is it?" Skye asked.

The entire TARDIS started to shake and some sparks flew from the console.

"Its not unusual for other species to have sonic technology. Even the Adipose nurse had a sonic screwdriver. What is unusual is they way this Krillitane is using it to fly the TARDIS." The Doctor said.

"When you say Adipose, do you mean those pills people used to take?" Skye questioned.

"They were more than just pills."

"What?" Skye questioned.

"If you don't mind," Fitz interrupted, "you were about to say who the Krillitanes were working for."

"It's the Daleks. In the final days of the Time War, the Daleks became masters of sonic technology. They could use it to topple buildings, set things on fire, and even control a TARDIS." The Doctor said.

"I thought all the Daleks died." Fitz stated.

"Not exactly." The Doctor said.

Suddenly, the TARDIS violently shook again.

"What's happening to the TARDIS?" Skye asked.

"It's the Krillitane. It's using the screwdriver to sonically activate the TARDIS controls and send us away. Have you been listening?" The Doctor said.

"So stop it!" Fitz said.

"I can't." The Doctor said. "It's sending us away."

"Where?" Skye asked.

"I don't know." The Doctor replied.

* * *

The Krillitane smirked with satisfaction as it watched the TARDIS fade away until it had completely disappeared from the plane.

"Now to go get what we came here for." The Father Krillitane said. "The secret to killing the Avengers."


	9. The Crash

Chapter 9: The Crash

After running throughout the plane, Coulson, Ward, Simmons, and Clara arrived at the armory, overjoyed by their ability to avoid the Krillitanes. However, the ear piercing screeches of the aliens were coming closer. Coulson estimated that they would catch up in under a minute. So, he quickly typed in the code to unlock the door, let everyone run inside, and lock the door behind him. Once everyone had a chance to catch their breath, they looked around at the huge room filled with every type of weapon that anyone could possibly imagine.

"How do you fit all of this onto a plane?" Clara asked Coulson.

"We have to be prepared for every situation. So we make it fit." He responded.

Agent award picked up a large, canon-like gun from a pile on the floor.

"What is that thing?" Clara asked.

"It's fires a destructive beam of electricity." Ward replied. "It's basically lightening in a bottle."

"Sounds like it could kill a Krillitane." Coulson said smiling.

"Indeed." Ward responded, "you just have to be careful with it."

"What about these?" Clara asked. She was holding three, small, blue marbles in her hand.

"Those are special." Coulson informed. "There's scientifically engineered ice crystals compacted into those marbles. Just throw it on the ground at someone's feet, and the crystals escape and freeze your opponent."

"Sounds like these would be more useful than an electric death gun." Clara said.

"The ice things will only freeze them." Ward said. "With this gun, they'll be dead."

"We don't want them dead." Clara said.

"Why not? They want us dead." Ward stated.

"If we kill them," Simmons said, "then we can't question them. We won't know if they're working for someone or why they want the Avengers dead."

"Fine, but I'm still keeping the gun just in case." Ward said.

Suddenly, there were multiple loud bangs on the door that were coming from the outside. Three of the Krillitanes were mercilessly attacking the door.

"It appears we've run out of planning time." Simmons stated.

Agent Coulson and Simmons each took one of the blue marbles from Clara's hand. Ward stood behind them, aiming his gun at the door. In case the ice marble plan failed, he wanted to be sure that he could save everyone's lives. From outside the door, the three frantic Krillitanes were having no luck breaking into the armory. Soon enough, the Father Krillitane arrived and disapproved of what he was seeing.

"Boys! Relax! Stop this nonsense!" He said to the younger Krillitanes.

"They've locked themselves in there." One of the aliens said.

"Yes I know." The Father Krillitane said. "And I can unlock them."

The alien then whipped out his sonic screwdriver and aimed it at the door.

"Step aside boys. We've got a mission to complete." The Father Krillitane ordered.

Then, he pressed the button on his sonic screwdriver and activated it. The locked door to the armory suddenly unlocked and opened, revealing Agent Coulson, Agent Simmons, and Clara Oswald holding the special marbles, and Agent Ward behind them holding the lightening gun, hoping very much that he could fire it.

The three Krillitanes rushed inside while their father watched behind them. However, the humans were prepared. Clara, Coulson, and Simmons threw the marbles on the ground at the aliens' feet. Instantaneously, a bright, blue gas exploded from the marbles as they made contact with the ground and consumed the Krillitanes in it. Once the smoke cleared, the three Krillitanes were frozen solid by ice. The Father Krillitane became enraged and flew above his frozen children and into the room.

"How dare you!" He yelled.

"Get behind me!" Agent Ward shouted.

Clara, Simmons, and Coulson all ran behind Grant Ward, who aimed the special gun right at the Krillitane. However, the Father Krillitane was not looking for a fight. He pulled out his sonic screwdriver and aimed it directly at Agent Coulson.

"How do you have a sonic screwdriver?" Clara yelled to the alien.

"My masters gave it to me to help achieve the mission." The Krillitane replied.

"Who are your masters?" Agent Simmons said.

"Enemies of the Time Lords." The alien said. "In fact, they're the Time Lords' oldest enemies. They tried hard to bring down those ancient people by launching a war, the most devastating war the history of the universe. One of their tactics was trying to recreate Time Lord technology so that they could figure out the best way to destroy it. It took a very long time, but they've copied a sonic screwdriver, and now they've given it to me to help learn your secrets."

"Who are your masters and why do they want the Avengers dead?" Coulson shouted.

"I'm sorry, but my mission wasn't to give information, only to take it." The Krillitane said.

The alien then pressed the button on the screwdriver. Agent Coulson could feel his head start to drastically hurt, worse than any headache he'd ever had. He grabbed his head and started screaming.

"What are you doing?" Jemma shouted.

"This is a special sonic screwdriver." The Krillitane said. "It can reach deep into another person's mind and take out whatever memories I require. My masters didn't just make a new sonic screwdriver, they made a better one."

"Stop this now." Clara ordered.

"I don't take orders from you." The Krillitane said.

"Who are you working for?" Grant shouted.

The alien did not respond. Instead, it raised its head more and started to shake. Then, a small part of his forehand seemed to be growing. Soon, a small, blue, eyestalk emerged from the Krillitane's head and stared right at the team.

"What the hell." Agent Ward said.

"Oh no." Clara said.

"What?" Ward asked.

"The Doctor told me about this. It's a Dalek puppet." Clara said.

After this realization, she turned her attention back to Agent Coulson's screams.

"Get out of his head!" She shouted.

"No. He my masters require his memories." The puppet Krillitane said.

"Get out of his head now or I'll shoot." Agent Ward said.

"If you so much as try to pull that trigger, I'll use the screwdriver to kill him." The alien warned.

"I don't think so." Clara said.

Then, with one swift and decisive motion, Clara jumped in front of Grant and kicked the sonic screwdriver out of Krillitane's hand, sending it flying behind him.

"Shoot him now." She yelled back to Agent Ward.

Grant carefully aimed the gun, so that he would not hit Clara and fired a small bolt of electricity which hit the Krillitane perfectly and sent it flying backwards out of the room and far across the plane.

"Are you alright?" Simmons asked Coulson.

"I don't know. My head is spinning." He replied.

"There's still one more Krillitane." Clara said. "I saw five of them board the ship and only four have been...taken care of."

Suddenly, they all heard an explosion somewhere else in the plane, that caused the aircraft to start shaking.

"I think that last Krillitane has been messing with the engines." said Coulson.

The entire room started to shake even more.

"What's happening?" Clara yelled.

"The plane's going down!" Simmons shouted.

"What about May?" Coulson shouted. "Where is she?"

"She's still in the cockpit." Clara said.

"Coulson, stay here with the girls. I'm going to get May." Ward said.

"Just because we're girls doesn't mean we can't take care of ourselves!" Simmons shouted.

"I know, but Agent May is in trouble and I'm the only one trained for things like this. You'll just get in my way." Ward said.

"What about Agent Coulson?" Clara asked.

"He's still recovering. Just stay here and I'll get May. Just brace yourselves for impact. We'll be hitting the ground soon." Ward said.

Agent Ward then ran through the plane trying to get to Agent May. He knew that Melinda May was far from helpless, but he wanted to make sure that she wasn't alone in a crashing plane with a Dalek controlled Krillitane. Eventually, Ward spotted the door to the cockpit, but the last Krillitane was banging hard on the door, trying to get in.

"Hey!" Grant said, distracting the creature.

It turned around and stared at him.

"I bet you think you've won." The alien said. "You haven't won."

"Sorry?" Ward said.

"Agent Coulson's thoughts have been sent to the Daleks. They've told me that the mission is over. We have succeeded." The alien said and then lunged itself forward at Agent Ward, who dodged and punched the alien unconscious.

Agent Ward then ran to the door and banged on it.

"It's me! It's Ward! Open up!" He shouted.

The door opened to reveal a furious Agent May.

"What!" She said. "I'm trying to make sure we don't die on impact with the ground in less than a minute! So this better be important!"

"Nope." Ward said. "Carry on."

May turned back to her chair and did her best to prepare the plane for impact. About thirty seconds after her confrontation with Agent Ward, the airplane crashed into a field in northern Maryland. Fortunately, they entire plane did not go up in flames and May and Ward were unharmed. They didn't waste any time and ran through the broken plane to the armory to find Coulson, Clara, and Simmons perfectly alive.

"What happened to you?" May asked Coulson.

"That Krillitane reached inside my head and took out information." Coulson said.

"About what?" May asked.

"The Avengers. I read their files whenever I get the chance. I know what countries they're in. I know what cities they're in. I know where they get breakfast. Now, so do the Daleks." Coulson said.

"The Daleks?" May said curiously.

"Yes, the Daleks." Simmons said. "They were somehow controlling the Krillitanes."

"Where's the Doctor?" Clara asked after noticing that he was nowhere to be seen.

"Oh. You're not going to like this." May said.

"Where is he?" Clara asked.

"I looked at the security cameras when I was flying the plane and I saw one of the Krillitanes use that sonic screwdriver to send the TARDIS away with the Doctor, Skye, and Fitz inside." May said.

"So where are they? Where's the TARDIS now?" Coulson asked.

"I don't know." Agent May replied.


	10. The Time Agent

Chapter 10: The Time Agent

The TARDIS had been shaking nonstop for about a minute before it finally calmed down. However, smoke was now rising from the TARDIS console.

"Take us back." Fitz said to the Doctor. "We need to get back and stop the Krillitanes."

"Just look at the TARDIS." The Doctor said. "Does it look like I can just fly away right now?"

"Can you fix it?" Skye asked.

"Of course I can fix if, but it will take some time." The Time Lord said.

"Well get started!" Fitz said. "We can't just leave Jemma and the rest of them on the plane with those aliens! Especially now that we know the Daleks are involved!"

"You need to calm down Fitz." Skye said.

"I'll calm down when those creatures are stopped and we get back to the team. Where are we anyway?" Fitz asked the Doctor.

"Go outside and find out." He replied.

"The last time you said that, we ended up in space." Skye said.

"Trust me. You can walk out there." The Doctor said smiling.

"No," Fitz said, "we can't just go walking about outside. We have to stay and help you fix the TARDIS."

"It's a time machine Fitz." The Doctor said. "We could spend the next two years fixing the TARDIS and return to the plane five minutes after we left."

"That's not reassuring." Fitz commented.

"Just go outside." Skye said. "You're such a baby sometimes."

"A baby! Our friends' lives are in danger." Fitz yelled.

"Ok then Fitz," The Doctor began, "I won't even begin to fix the TARDIS until you step outside."

"You've got to be kidding!" Fitz said.

"Fitz," Skye said, "I trust the Doctor. All we have to do is step outside and look around. I think he wants to see the looks on our faces. I know he'll fix the TARDIS very soon. Just think about it. We could be on another planet, or three thousand years in the future."

Leo managed to smile.

"That's it." Skye said. "Now come on. I wanna see what's out there."

She then looked at the Doctor, who smiled warmly at her, for a moment and then dashed outside the door into the unknown followed by Fitz.

As Skye ran out the doors, she soon felt the sensation of rocks under her feet. As she looked down, she noticed that she had been running on a cobblestone street. She looked around and noticed a large amount of brick buildings under a starry night sky. The moon was shining brightly. No one else was on this street.

"Where are we?" Fitz asked.

"Definitely Earth." Skye said.

"Correct." The Doctor said as he too stepped out of the TARDIS. "Keep guessing."

"Are we in North America?" Fitz asked.

"No." The Doctor said.

"We're somewhere in Europe." Skye said.

"Correct." The Doctor said.

"Are we in Germany? No, this is France right?" Fitz asked.

"Neither of those are right Fitz." The Doctor said.

"This is England." Skye said confidently.

"Yes!" The Doctor exclaimed.

"How are you so good at this Skye? It's not like you've had practice." Fitz said.

"I've always been a good guesser." She replied.

"Can you guess the city?" The Doctor asked.

"Manchester." Fitz answered.

"No." The Doctor said.

"London." Skye said.

"Right again!" The Doctor said.

"Unbelievable!" Fitz said.

"I'll save you the trouble of guessing the year Fitz." The Doctor said. "It's 1893."

"Skye would've guessed it anyway." Fitz said.

"What makes you so sure?" She questioned.

"You're cheating." Fitz said to Skye.

"Please explain to me how I could possibly be cheating." Skye challenged.

Before Fitz could counter, they all heard a strange noise coming from the night sky. Before any of them had time to react, a huge spaceship flew over their heads and hovered hundreds of feet in the air above them. Then, two blue lights flashed in front of the group. Sky's turned away to shield her eyes from the blinding light. When she turned back around, the light was gone, but there were two tall men in black uniforms with guns and the heads of rhinos who had just teleported there.

"What the hell?" Fitz said.

"Be polite." The Doctor said. "They're called Judoon and they seem to have forgotten that they don't have authority over this planet."

"We are chasing a criminal." One of the Judoon said. "A former Time Agent has been hopping around time and causing chaos in different times and places. This agent has broken several galactic laws by doing so. We tracked him to this city." The two Judoon then raised their guns and aimed them at The Doctor and his friends.

"What are you doing?" The Time Lord asked. "It's me, the Doctor. You know me."

"Yes," the other Judoon said, "but these two are wearing clothes that will not be available on this planet for at least a hundred years. One of them must be the Time Agent. They are under arrest."

"No. You've made a mistake." Skye yelled.

"Hostile actions will cease." The Judoon ordered.

"I just raised my voice. I wasn't being hostile." Skye sassed.

The Judoon then fired their laser guns and hit Fitz and Skye directly, causing them to fall down.

"You killed them!" The Doctor shouted.

"No. They are unconscious. We will question them when they awake." The Judoon said.

"No you will not!" The Doctor shouted.

"Hostile action will cease." The Judoon said before firing a laser blast at the Doctor, which caused him to fall to the floor unconscious.

* * *

When the Doctor awoke, Skye, Fitz, the Judoon, and the space ship were all gone. The Time Lord was left alone with the TARDIS on a cold, London night in 1893. However when the Doctor turned around, he saw a familiar Sontaran dressed in the style of the time standing before him.

"Sir! What have those buffoons done to you!" The Sontaran shouted.

"They knocked me unconscious and kidnapped my friends." The Doctor said.

"Perhaps Madame Vashtra can assist."

"I don't think she can Strax. Not unless she knows anything about a rogue Time Agent." The Doctor said.

"What about a Time Agent?" A voice said from behind the Doctor, who swiftly turned to see who this voice belonged to.

Once the Doctor turned completely around, he saw the face of an old friend: Captain Jack Harkness.


	11. Companions

Chapter 11: Companions

All Clara could think about was the Doctor. As she rode in the S.H.I.E.L.D. helicopter, which picked the team up from the field, she felt her entire mind become consumed with thoughts of the Doctor. She desperately wanted to know that he was safe. By trying to kill the Avengers, the Daleks are going to extreme lengths to make sure that the Earth is unprotected. She just wanted him back.

It took less than an for the helicopter to arrive at S.H.I.E.L.D. headquarters and land on the roof. As Phil Coulson, Melinda May, Clara Oswald, Jemma Simmons, and Grant Ward exited, they were greeted by Director Nick Fury and some soldiers.

"Welcome back Agent Coulson." He said. "My secretary tells me that you have urgent news regarding the Avengers. I believe I also heard something about the Doctor."

"That's sort of a long story Director." Coulson said. "We should do this somewhere private."

Director Fury then turned to the two soldiers behind him.

"Take Agent Coulson's team inside for debriefing. I have to talk to Agent Coulson privately."

Fury and Coulson then went inside through one of three doors on the roof. The two soldiers lead the team down another door and into the corridors of S.H.I.E.L.D., which were always crowded with people. Eventually, they came to a waiting room outside of Director Fury's office.

"Wait her for Director Fury." The first soldier said.

The team then took seats in the chairs and waited impatiently for Fury and Coulson to return. After about twenty minutes of endless waiting, Clara grew especially bored.

"Where's the restroom?" She asked Agent May. Clara didn't necessarily have to go, but she wanted an excuse to get up and walk around for a few minutes.

"Down that hallway on the left." May replied. "Just go and come straight back."

Clara nodded her head in agreement and happily ascended from her chair to stretch her legs and begin walking. As she walked, Clara once again became distracted by thoughts of the Doctor. She was concerned for Fitz and Skye as well, but the Doctor was much more important to her. She was brought out of her daydream when she accidentally walked into another woman and both of them fell to the ground.

"I'm so sorry." Clara said. "My mind was elsewhere. I should've been paying attention."

"It's alright. I've seen that face you made before. You're clearly in love." The dark haired woman said.

"What makes you so sure?" Clara asked.

"I've been in love before. When that didn't work out, I found love again. Now I'm married." She said.

"Congratulations." Clara said.

"What's your name?" The woman asked.

"Clara Oswald and you?"

"Martha Jones."

"Well it's nice to meet you Martha Jones." Clara said.

"Likewise." Martha said. "Sorry I can't stay and chat all day. I'm working on a special project here with my husband and I need to get back to him."

"Not a problem."

The two women smiled at each other and then continued walking to their desired destinations. As Clara came closer to the bathroom, she was approached by a large man dressed in a suit and tie.

"Excuse me." He said politely to her. "My name's Gerald. I'm Director Fury's personal secretary. I was wondering if you could tell me where the Doctor is?"

"He's not here." Clara said. "He's gone and I don't know where he is."

Clara then stared to walk away.

"Please, wait just a moment." Gerald said, causing Clara to cease moving and look at him. "I have something important regarding the Doctor that I would like to show you. I saw you arrive with the team, but you're not an agent and S.H.I.E.L.D. has no record of you. I guessed that you were affiliated with the Doctor. If I am right then please come with me. It's urgent."

Clara did not say a word. Intrigued by his words, she nodded her head in agreement and followed him to a tiny office with gray walls and a door. As they walked in, Gerald shut the door behind him.

"So what did you have to tell me?" Clara asked.

"I just wanted you to know that the Doctor can't win."

"What?"

"Before you die, I thought it would be nice to tell you that wherever the Doctor is, he won't beat us this time."

"I don't understand."

"You're affiliated with the Doctor and that makes you an enemy. It's my job to dispose of the enemies."

Gerald then parted his hair to to reveal a zipper than ran across his entire forehead. As he unzipped, Clara was shocked by the ray of blue light that escaped from head and filled the room. Before Clara could even think about what to do next, a tall, green alien was hungrily staring at her.

"What are you?" Clara asked.

"I am a Slitheen, and you are my dinner."


	12. Chapter 12

Chapter 12

"What are you doing here?" The Doctor asked Jack.

Jack then pulled out a small laser gun and aimed it at the Doctor and Strax.

"I'll be doing the talking here boys." Jack said. "Now, what have you two done with the Doctor?"

"What?" The Doctor asked.

"Don't play dumb." Jack said. "I can see the TARDIS behind you, but I don't see the Doctor."

"Well the Doctor sees you." The Time Lord said.

"I don't have time for your games. Tell me who you are and what you've done with him before I shoot you both." Jack commanded.

"Jack, it's me." The Doctor said.

"I've never seen you before in my life, which admittedly has been quite long." Harkness said.

"I've lived longer old friend."

"Who are you?"

"The Doctor. I'm the Doctor. I've regenerated since the last time I saw you."

"It's really you?"

"Yes it's really me."

"Prove it. Where did I first meet you?"

"During the London Blitz."

"Where is Rose Tyler?"

"On a parallel world."

"How did I die?"

"Which time?"

"The first time."

"You were shot dead by a Dalek after they had all invaded the Game Station."

Jack paused for a moment before speaking again. "It is you."

"I know. Now please put that gun down." The Doctor ordered.

"I'm afraid I don't understand sir." Strax said to the Doctor.

"Strax, this is Captain Jack Harkness."

Before the Captain and the Sontaran could even shake hands, they heard the sounds of footsteps running towards them on the cobblestone streets. The three men then turned to see two women running towards them from the other end of the road. The Doctor caught Jack smiling.

"Don't even think about it." The Doctor said.

"Well what am I supposed to think about when two women come running towards me in the night?"

"Just don't talk." The Doctor ordered.

The two women finally stopped once they reached the three guys. The first woman was had black hair and wore a skin tight, black suit. While the second woman was a Silurian in a long, purple dress.

"Doctor!" The Silurian woman said.

"Vastra! Jenny! So good to see you." The Doctor said.

"And you my friend!" Madame Vastra said.

"Who's this?" Jenny asked referring to Jack.

"This is Jack," The Doctor said, "and he's in a lot of trouble."

"What did I do?" Jack asked.

"You're the reason my friends were taken by Judoon." The Doctor said.

"So it was the Judoon." Jenny said.

"We saw the spaceship while taking a little midnight walk," Vastra said, "and then we came running."

"What has he done?" Strax asked, trying to get back to the main argument.

"According to the Judoon," The Doctor began, "Jack has been jumping through time and causing mischief."

"Well that all depends on your definition of mischief. I was just trying to spice things up." Jack said.

"How?" Jenny asked.

"Don't ask." The Doctor said. "Knowing Jack, I don't think you'll like the answer."

"You don't know." Jack said to the Doctor. "I could've been making the universe better, but you just assume it's the opposite."

"So how've you been doing it?" The Time Lord asked.

"Vortex manipulator." Jack said pointing to a strange device on his wrist.

"I've disabled that thing so many times for a reason Jack." The Doctor said.

"You've disabled it twice." The Captain responded.

"You're missing the point." The Doctor said.

"So who are these friends that were taken?" Madame Vastra asked.

"They were agents from S.H.I.E.L.D. in the twenty first century." The Doctor said.

"S.H.I.E.L.D. agents? What were you doing traveling with S.H.I.E.L.D. agents?" Jack asked.

"What do you have against S.H.I.E.L.D.?" The Doctor asked.

"They've interfered with Torchwood a few times over the years. Well that was back when there was a Torchwood." Jack said.

"Anyway," the Doctor began, "I have to save them and get back to Clara before the Daleks get to her."

"Clara's in danger?" Jenny asked.

"Yes." The Doctor said. "But I can't just leave Skye and Fitz here with the Judoon. I need you all to help me fix the TARDIS so I can go get them."

Jack, Strax, Vastra, and Jenny all agreed and spent the next two hours inside the TARDIS following the Doctor's precise instructions. Soon enough, the Doctor's time machine was fully functional again and the Time Lord stood outside saying thank you to his friends.

"I guess I'll be off. Once again, you've helped me in my time of need." The Doctor said.

"It's no trouble." Vastra said.

"I want to come with you." Jack said.

"What?" The Doctor questioned.

"Life's been pretty boring ever since Torchwood was...disbanded. That's why I fixed the vortex manipulator and started time traveling. When I was riding across the stars with you, there was never a dull day. Let me go with you again. I'm curious to learn about these agents of S.H.I.E.L.D. too."

"Fine. I could probably use your help anyway. Let's go."

The Doctor said one last goodbye to his Victorian friends and then walked inside his TARDIS with Jack Harkness. Vastra, Jenny, and Strax then watched as the big, blue box disappeared and hurdled through the time vortex on its way to the Shadow Proclamation.


	13. Attack of the Slitheen part 1

Chapter 13: Attack of the Slitheen part 1

Clara stared at the hungry, green alien in front of her. The large Slitheen was eager to kill her. As the alien lunged its large claws at her, Clara immediately dodged and ran towards the door of the office.

"Where do you think you're going?" The Slitheen asked.

Clara then opened the door and ran outside into the busy S.H.I.E.L.D. hallway.

"Help!" Clara screamed. "There's an alien!"

Everyone in the hall stopped and looked at her. They were all shocked when a large green monster stepped out of the office. The people in the hall frantically ran away from the creature. Clara tried to run, but was stopped when she realized that she was about to crash into Martha Jones again.

"Clara!" Martha said. "What the hell is that thing?"

"It's a Slitheen." A masculine voice said from behind Martha.

Clara looked past Martha and saw a tall man, dark man standing there.

"Slitheen?" Clara and Martha said simultaneously.

"That's the name of the family. The species is Raxacoricofallapatorian." He said.

"What?" Martha asked.

"I'll tell you later. After we stop that monster." The man said.

"Who are you?" Clara asked him.

"The name's Mickey. Mickey Smith." He said.

"Mickey's my husband." Martha said.

"Well that's lovely," Clara said, "but we really should get out of here."

Clara turned back to look at the Slitheen. She noticed that it was still standing at the entrance to the office and two people were standing next to it.

"What are you doing on Earth this time?" Mickey yelled to the alien.

"What we were told to do." The Slitheen said.

"We?" Clara questioned.

Then, the two people standing next to the Slitheen reached to their heads, parted their hair, and started to pull a concealed zipper across their heads. Clara, Martha, and Mickey watched as a blinding blue light escaped from their heads and filled the hall.

"What's happening?" Martha asked.

"They're Slitheen." Mickey said.

"What?" Martha asked.

"It's hard to explain just run." Mickey said.

Mickey, Martha, and Clara then began to ran through the hallway as the roars of the three Slitheen echoed behind them. Soon they entered a large area where dozens of S.H.I.E.L.D. workers were running around like a disorganized circus. There were also about five Slitheen running around and attacking people.

"Where are all these Slitheen coming from?" Clara asked.

"They must have been here already." Mickey said.

"For how long?" Martha asked.

"How should I know?" Mickey questioned. "We just got here yesterday."

"Why are they even her at all?" Clara asked. "They've clearly been planning this."

"So the Slitheen definitely want something." Martha said.

"They said that someone told them to do this." Clara remarked.

Now, the three Slitheen from the office now joined in the chaos of this large area.

"We have to get out of here now!" Mickey said.

"Where do you expect us to go?" Martha asked. "There are big green aliens everywhere."

"I don't care just run!" Mickey said.

They kept running through the madness and down another hallway. Eventually, they ran into Melinda May, Grant Ward, and Jemma Simmons.

"They're everywhere." Agent May said. "The Slitheen are all over the building."

"What do we do?" Martha asked.

"Who are you?" Simmons asked.

"Martha Jones and this is Mickey Smith." Clara said. "They're on our side. So what do we do?"

"We need to find Coulson and Director Fury." Agent Ward said.

"Where are they?" Mickey asked.

"They should be in Fury's office. We were sitting outside there waiting, but we left to go find out why everyone was screaming." Agent Simmons said.

"So let's go." Martha said.

Then, all six of them ran through the chaotic halls and back to Director Fury's office. However, when Agent May opened the door, she found Agent Coulson lying on the ground and Director Fury's neck held in the claws of a tall, green, Slitheen.


	14. Attack of the Slitheen part 2

Chapter 14: Attack of the Slitheen part 2

Melinda May and Grant Ward immediately drew their guns and aimed them at the Slitheen.

"Don't come any closer," the Slitheen said, "or I'll kill Director Fury."

"Why are you here?" Clara shouted.

"I came for information, which the good Director refuses to share with me. Perhaps you can help." The Slitheen asked.

"What do you need to know?" May asked.

"Where is the Tesseract?" The alien asked.

"What's that?" Martha asked.

"It's an small, blue cube with unbelievable power." Agent Ward said. "The portal that allowed the Chitauri to invade New York was opened by the Tesseract."

"Now I need it." The Slitheen said.

"Why?" Jemma asked.

"My masters require it." The green monster said.

"The Daleks?" Clara questioned.

"The Daleks? No! Why would you think that?" The alien asked.

"Don't worry about it." May said. "Just tell us who you're working for."

"Tell me where the Tesseract is." The alien demanded.

"Never." Ward said.

The Slitheen squeezed harder on Director Fury's neck.

"Where is it!" The alien yelled.

"We don't know." Agent May said. "We don't have the proper clearance for that information."

"But I do." Agent Coulson said as he regained consciousness. "If you put Director Fury down, I'll tell you."

"No!" May said.

The Slitheen then threw Director Fury at the wall and he landed hard on the floor, hurt, but alive.

"Where is it?" The alien asked.

"Far far away." Coulson said.

"I don't have time for your games." The Slitheen shouted.

"Tell us who you're working for and maybe my answer will become clearer." Coulson said.

"Fine." The Slitheen said. "If you insist."

"I do." Coulson said.

"My family and I are working for the Chitauri." The Slitheen said.

Everyone in the room suddenly grew speechless.

"Now," the Slitheen resumed, "where is the Tesseract."

No one dared to speak now, especially Agent Coulson.

So, the Slitheen swiftly ran over to Director Fury on the ground and threatened once again to kill him with his deadly claws.

"Where is it!" The alien yelled.

"Asgard." Coulson said. "It was taken to Asgard after the Battle of New York. There's no way you can get it."

"We'll see about that." The Slitheen said.

Suddenly, a small communicator device that resembled a cell phone on Director Fury's desk began to activate. A voice started to speak from it. "Director, this is Agent Smith. All the Slitheen have been killed. We've destroyed all of them. Turns out they're not immune to bullets."

The Slitheen in the room looked shocked.

"It's over." Coulson said.

"I don't think so." The Slitheen said.

The Slitheen was wearing a bracelet with a series of colorful buttons on it. The alien then pressed a button on the bracelet. Soon, a bright blue light consumed the Slitheen and within a few seconds, the creature had completely disappeared.

"Where did it go?" Martha asked.

"Doesn't matter." Director Fury said as he got back on his feet.

"Sorry?" A confused Clara asked.

"Today," Fury began, "I've received information that the Daleks want to kill the Avengers and that the Chitauri want the Tesseract. We don't have time to worry about one Slitheen."

"So what do you suggest we do?" Coulson asked.

"I want your team to go find the Avengers before the Daleks do." Fury said. "If we can protect them, then the Daleks' plan fails and we need them to stop the Chitauri from whatever they have planned as well."

"We'll set out as soon as possible." Coulson said.

"Actually Agent Coulson," Fury said, "you need to stay here. The Avengers can't know you're alive. I'm sorry. It's official S.H.I.E.L.D. protocol. However, Agents May, Simmons, and Ward are some of the best. I'm sure they can do it."

"Not without me." Clara said. "I'm going too. I won't just sit around and wait for the Doctor. I want to help."

"You know the Doctor?" Martha and Mickey said at the same time.

"Yes." Clara replied. "How do you know him?"

"Those are two very long stories." Martha said.

"Well Ckara, if you're really know the Doctor," Fury said, "I have no doubt that you can certainly help us."

"What about us?" Martha asked referring to herself and Mickey.

"Why not?" Fury asked. "I've seen what you two can do together. I have faith that the six of you can do this."

"Me too." Coulson said.

"So when do we begin?" May asked.

"As soon as possible." Fury said.

The team then went to their assigned rooms to sleep for the night before setting off on a long journey to find the Avengers first thing in the morning. All night, Agent Coulson could not sleep. He was too focused on the present situation. The Slitheen had no idea about any of the Daleks' plans. That could only mean that the Chitauri and the Daleks were acting separately. He wondered where the Doctor, Skye, and Fitz were and he hoped that they would return before something truly gruesome happened to Earth.


	15. The Shadow Proclamation

Chapter 15: The Shadow Proclamation

"So what've you been up to since we last saw each other?" Jack asked the Doctor as they were flying through the TARDIS.

"Nothing much." The Doctor said. "Aside from regenerating, I rebooted the universe, got married a few times, changed the Time War, and visited my own grave. What about you?"

"Nothing much." Jack said. "I've mostly just been time traveling."

"Remind me to disable your vortex manipulator when this is all over." The Doctor said.

"Not a chance." Jack said.

"Will you ever listen to me?" The Doctor asked.

"So who's this Clara girl?" Jack asked trying to change the subject.

"She's a girl and we're traveling together." The Doctor said.

"Where is she?"

"I told you. She's back in the twenty first century and she's in danger."

"In danger from what?"

"The Daleks."

"I thought they were all destroyed."

"So did the rest of the universe, but they always survive."

"How did you end up with S.H.I.E.L.D. agents in the TARDIS? And why did you come to 1893 if Clara was in danger over a hundred years in the future?"

"First of all, their names are Fitz and Skye. Well his first name's not Fitz, but it's his last name or something. It's been a long few days I can't keep everything straight. Also I didn't just come to 1893 because I felt like it. I was doing something in the TARDIS and Skye and Fitz came inside to warn me about Krillitanes. Then they used sonic technology to send the TARDIS back in time so I wouldn't be around to stop them from killing the Avengers."

"Wow."

"Yes well now we gave to focus on saving Fitz and Skye so that we can all go back safely to Earth."

"You've mentioned the Shadow Proclamation before, but I've never been. What's it like?"

"They're basically space police. Last time I was there I sort of turned down the command to lead their army into battle to fight the Daleks and they're pretty mad about it."

"This this isn't going to be a simple negotiation then is it?"

"Probably not." The Doctor said although in his mind he was thinking, "definitely not."

Eventually, the TARDIS silently materialized inside the halls of the Shadow Procalamtion. The Doctor and Jack then stealthily exited.

"What happened to that loud wheezing noise?" Jack asked.

"I put the TARDIS on silent." The Doctor responded.

"Since when can you do that?" Jack asked.

"This is hardly what we need to be worrying about right now Jack." The Doctor said.

"Sorry." Jack said. "So where do we go?"

"We need to go find the prison cells. Then, we should be able to find Skye and Fitz.

"Stop!" A loud female voice yelled from behind.

The Doctor and Jack turned to see a tall, pale woman with red eyes and curly hair standing there wearing a long, black dress. Two Judoon stood next to her with their guns aimed directly at the Time Lord and the Captain.

"Who's she?" Jack asked.

"The Shadow Architect." The Doctor said.

"What?" Jack questioned.

"I run this institution," She said, "and the Doctor is in trouble. I know it's you. Don't think I forget about the Time Lords' ability to regenerate. You're the same man who fled this place after my orders dictated that you stay."

"Sorry about that." He said.

"I don't believe you. Fire!" She ordered to the Judoon.

Before Jack or the Doctor could even turn around, the two Judoon fired their laser guns and hit the two intruders directly, causing them to fall to the ground unconscious.

"Put them in the cells with the two humans." The Shadow Architect said. She then walked over to the tall, blue box in the hall and put her hand on it. "This is my TARDIS now."

* * *

"Wake up!" Skye yelled to the Doctor and Jack.

The Doctor opened his eyes and found both Skye and Fitz standing over him. He quickly got on his feet and hugged both of them tightly.

"I'm so sorry I let this happen to you." The Doctor said.

"It's not your fault." Skye said. "It's that Time Agent's fault. Whatever that means."

"It means you got blamed for my actions." Jack said as he too got on his feet.

"Fitz and Skye," the Doctor said, "meet Jack. He's a very old friend of mine."

"What did he mean by his actions?" Fitz asked.

"Don't worry about that now." The Doctor ordered. "We have to get out of here and then get back to Earth before the Daleks destroy it."


	16. Black Widow and Hawkeye

Chapter 16: Black Widow and Hawkeye

Once again, Agent May found herself flying the S.H.I.E.L.D. plane through the air. This time, the she was flying the team (except for Coulson), Clara Oswald, Martha Jones, and Mickey Smith over the Atlantic Ocean on an eleven hour flight from Washington D.C., to Rio de Janeiro, Brazil. According to S.H.I. .'s files, agents Natasha Romanov and Clint Barton (better known as Black Widow and Hawkeye) were sent there on a mission to arrest a dangerous killer of unknown origin. Coulson's team's mission was to assist them and then keep them safe from any attack by the Daleks or Chitauri. Coulson resented having to stay at headquarters, but he was still determined to be involved in the mission. He would personally give the team any updates they needed and would try his best to lead from his desk.

However, with the Doctor, Skye, and Fitz still missing, the team was having a hard time concentrating and planning what to do. Most of them tried to sleep in their rooms. Clara was too paranoid to sleep. She sat alone in the meeting room at the long table wondering about the Doctor. She was there for at least thirty minutes by herself, before Martha Jones walked in and joined her.

"Can't sleep?" Martha asked.

"No." Clara said. "Just thinking about the Doctor."

"So where exactly is he?" Martha asked. "Everyone just said that he's missing."

"No one knows." Clara said. "A Krillitane used a sonic screwdriver made by the Daleks to send the TARDIS away with him inside."

"How do you know him?" Martha said.

"We travel together." Clara said. "I saved all his lives and I even helped him end the Time War."

"What?" Martha asked sounding very confused.

"It's complicated. So how do you and Mickey know the Doctor?"

"Mickey knew him first. Before we met, he dated a girl named Rose. One day Rose ran off with the Doctor. They sort of broke up after that. Eventually Mickey got to travel with the Doctor and Rose for a brief time. Then he ended up on a parallel world fighting Cybermen. The Doctor and Rose left him there."

"That's horrible."

"It's not like that. He chose to stay."

"Then how did he come back?"

"I'm getting to that. To make a very long story short, Mickey and Rose both ended up trapped on the parallel world, separated from the Doctor. That's when he met me. We were both in the Royal Hope Hospital when it was taken to the moon. I helped him solve that problem and we started traveling together too. Then I decided to stop for my own personal reasons. When the Daleks moved the Earth, Mickey and Rose came back. Then Rose went back to the other world after that crisis was over, but Mickey stayed here. That's how Mickey and I met and fell in love."

"Wow. He never tells me anything about his past. I do know some things about his timeline, but he's lived so long, it's impossible to know all the details. What were you and Mickey doing at S.H.I.E.L.D. anyway? I know you don't work there and you told me you were working on a special project."

"We teamed up with S.H.I.E.L.D. to design a weapon." Martha said. She then reached into her pocket and pulled out a small gun.

"A gun?" Clara questioned.

"More than that." Martha said. "This gun doesn't fire bullets. It fires lightening."

"What?" Clara asked.

"It's basically lightening in a bottle. There's different levels. This can be used to just shock someone, knock them unconscious, or have enough destructive force to take down a Dalek."

"That's why you made this?"

"Yes. This planet has seen some of the most dangerous aliens in the universe. Remember that metal monster in New Mexico? If Thor hadn't been there, it would've killed us all. However, if we had this gun, then we could've stood a real chance in defending ourselves without help from Asgardians."

"The Doctor doesn't believe in guns."

"I know, but considering that we're up against the Daleks. We'll probably need this. It's the only one we made, so I made sure I brought it. Try to get some sleep Clara. I have a feeling we won't get a chance to rest once we get to Rio."

* * *

After what seemed like an endless flight, the plane finally touched down. By now, night had fallen over the city, which would make finding Black Widow and Hawkeye more challenging. It seemed like a nearly impossible task, trying to find two people in one of the largest and most populated cities in South America. However, remembering that they found a single Weeping Angel in all of New York City, gave the team some hope.

They searched through the busy streets until they were finally able see strange lights on a hill just outside the city. The bright, blue flashes were very noticeable, especially since it was so dark out. Agent May gathered everyone together. After hijacking a car or two, they arrived at the foot of the large hill and realized that the only way up now was to walk. The lights were still flashing. Now that they were closer, the team also heard the sound of rocks breaking.

"What's going on up there?" Mickey asked as they started the climb.

"I don't know." May said. "Is there anything special about this hill?"

"Yes actually there is." Simmons said. "We can't see it from where we're standing, but the large statue of Jesus is on top of this hill."

"What statue?" Agent Ward asked.

"Christ the Redeemer." Clara said. "It's pretty famous."

"Then why haven't I heard of it?" Ward asked.

"Be quite." May ordered. "We don't want to attract attention to ourselves. Especially considering we don't know what's up there."

They walked up in silence the rest of the way. After what seemed like forever, they all finally made it to the top. Then, they all stopped dead in their tracks. There was no time to admire the giant statue. For standing directly at the foot of the statue was a tall man dressed in black staring at the S.H.I.E.L.D. team. The only noticeable feature that stood out about this man was a long eyestalk with a blue light at the end that hung out of his forehead.

"Oh no." Clara said.

"What?" Martha questioned.

"It's a Dalek puppet." Agent Ward said as he pulled out his gun and aimed it at the man. Agent May and Mickey did the same. Martha aimed with her special lightening gun.

"What's a Dalek puppet?" Mickey asked.

Before anyone could answer a voice yelled to the team.

"Get Down!" The female voice yelled.

The team and the Dalek puppet turned to the side and saw a tall woman in a black, tight suit and red hair aiming two small guns at the puppet. She soon opened fire and mercilessly hit the puppet with numerous bullets until both guns were empty. She then ran over to the team.

"Why did S.H.I.E.L.D. send you?" The woman asked Agent May. She saw the insignia on their uniforms. "I clearly don't need your help."

"Are you sure about that?" May asked.

The woman turned her head to look at the man she'd just shot and found that he was still standing and watching her.

"You can't kill it." Clara said.

"I've killed Chitauri." The woman said. "I'm sure I can kill this guy too it's just going to take something stronger than bullets."

"I mean because it's already dead." Clara said.

Suddenly, the man in the black clothes extended his hand and aimed it at them. After a few seconds, the palm of his hand turned bright blue.

"Move!" The red haired woman said before running away.

Then, a blue laser beam shot out of the man's hand and flew directly at the team. Fortunately, they all heeded the woman's advice and ran out of the way. They looked back at the man.

"Well now we know what those blue lights were." Jemma said.

Suddenly, with extreme swiftness, an arrow flew out of a nearby tree and landed directly in the man's chest. The arrow remained there in the man's body, but he was still unfazed. The team then heard a small beeping noise coming from the arrow. Within a few seconds the arrow violently exploded in a great ball of fire that consumed the Dalek puppet and killed him.

"I told you it could be killed." The woman said to Clara.

"Who are you anyway? How did you do that?" Clara said.

"Natasha or if you prefer, Black Widow and I can't take all the credit." She said.

Then, a man descended from the tree and walked over to the team. He had a bow in his hand and arrows strapped to his back.

"Who are you?" Clara asked him.

"I could tell my real name, but you'd probably no me better as Hawkeye." He said.

"We're with S.H.I.E.L.D." May said. "We need you both to come with us."

"Why?" Black Widow asked.

"That thing you were fighting was trying to kill you." Simmons said.

"I figured that part out." Hawkeye said.

"It's more complicated than that." Ward said. "You're being targeted.

"By who?" Black Widow asked.

"Exterminate!"

They all turned around and saw a Dalek floating in the night sky above them. It's voice pierced their ears.

"Exterminate! Exterminate! Exterminate!"

* * *

_to be continued. The next update is April 6. thanks for reading. I hope you've enjoyed._


End file.
